When you're trying to close a multibillion-dollar media merger, having Oracle founder Larry Ellison personally guarantee your rival bid sounds pretty impressive. But according to Warner Bros Discovery Inc. (WBD) Chairman Samuel DiPiazza, it's not impressive enough if you're not actually offering more money.

DiPiazza appeared on CNBC's "Squawk Box" Wednesday to make the case for why Warner Bros is sticking with its merger agreement with Netflix Inc. (NFLX), despite Paramount Skydance Corp. (PSKY) making a play backed by Ellison's deep pockets. His argument was pretty straightforward: they have a signed deal, and the alternative isn't better.

Why Netflix Wins, According to Warner Bros

"We have a signed merger agreement" with Netflix, DiPiazza explained, and that deal offers "compelling value," a clear regulatory path, and substantial shareholder protections "if something stops the close, whatever that might be."

He acknowledged that Ellison stepping up to back the Paramount offer was significant. "Yes, Larry Ellison stepped up to the table and the board recognizes what he did," DiPiazza said. But here's the thing: "Ultimately, he didn't raise the price." From management's perspective, "Netflix continues to be the superior offer."

The financial structure matters too. DiPiazza pointed out that Warner Bros has "a signed deal with an investment-grade $400 billion company," plus "a $5.8 billion break fee that, frankly, has no challenge against it." That break fee is what Netflix would owe Warner Bros if the deal collapses for any reason, which provides meaningful downside protection.

Compare that to the Paramount offer, which DiPiazza characterized as a leveraged buyout in a sector that's already struggling. "The entire sector is under stress," he noted, raising concerns about debt refinancing challenges and market conditions 15 to 18 months out. When you're dealing with a highly leveraged structure, those uncertainties matter.

Regulatory Headwinds Loom Large

Of course, the Netflix deal isn't exactly sailing through without friction. Critics worry that regulatory opposition, particularly in Europe, could derail the merger entirely. DiPiazza pushed back on that concern, saying, "We continue to believe that both of these deals have a path to be approved."

But the regulatory scrutiny is real and intensifying. The proposed merger has drawn fire from antimonopoly advocates like Matt Stoller of the American Economic Liberties Project, who called it a "disaster for America" that would "hold a noose around the theatrical marketplace" if approved. That's not subtle language.

U.S. lawmakers and Hollywood unions have raised concerns, creating bipartisan pushback against the transaction. And then there's President Donald Trump, who has signaled he'll take a direct role in reviewing the deal. "I'll be involved in that decision," Trump said, noting that the combined entities would command a "very big market share," which he said "could be a problem."

When the President is publicly saying a deal might be too big, that's generally not a bullish signal for your merger timeline.

Market Reaction and What's Next

Warner Bros Discovery shares edged up 0.30% Wednesday, closing at $28.56, though they slipped 0.73% in overnight trading. Despite the merger uncertainty, the stock shows positive momentum across short, medium, and long-term trends.

For now, Warner Bros management is betting that a signed deal with a financial powerhouse like Netflix, complete with significant break fee protections, beats a rival offer that comes with more financing risk and no price premium. Even if that rival offer has Larry Ellison's name attached to it.

The question is whether regulators will let either deal happen at all. That's the real wildcard here, and it's one that could take months to resolve. In the meantime, Warner Bros is making clear which horse it's backing.